UNITED
      STATES


SECURITIES
      AND
      EXCHANGE COMMISSION


Washington,
      DC
      20549








FORM
      10-QSB





(Mark
                One)x
            Quarterly
                Report Pursuant to
                Section 13 or 15(d) of the Securities Exchange Act of
                1934For
                the
                Quarterly Period Ended April 30, 2008Oro
            Transition
                Report Pursuant to
                Section 13 or 15(d) of the Exchange ActFor
                the Transition Period
                fromto.Commission
                File Number 000-21812





FRANKLIN
      LAKE RESOURCES INC.


(Exact
      name of Registrant as specified
      in its charter)





Nevada
            
            52-2352724(State
                of
                Incorporation)
            
            (I.R.S.
                Identification
                Number)172
                Starlite
                Street,
              South
                San
                Francisco, CA 94080
            
            650-588-0425(Address
                of principal executive
                office)
            
            (Telephone)N/A(Former
                name, address, and fiscal
                year, if changed since last
                report)





Check
      if issuer (1) filed all reports
      required to be filed by Section 13 0r 15(d) of the Exchange Act during the
      past
      12 months, and (2) has been subject to such filing requirements for the past
      90
      days


xYesoNo





Check
      if issuer is a shell company (as
      defined in Rule 12b-2 of the Exchange Act)


oYesxNo





Applicable
      only to issues involved in
      bankruptcy proceedings during the preceding five yearsN/A.





Applicable
      only to corporate issuers --
      Indicate the number of shares outstanding of each of Issuer's classes of common
      stock as of the latest practicable date20,960,325
      shares as of April 30, 2008.





Transitional
      small business disclosure
      formatoYesxNo















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          1
          -




PART
      I -- FINANCIAL
      STATEMENTS





Item
      1 --
      Financial Statements


FRANKLIN
      LAKE
      RESOURCES, INC.


(An
      Exploration Stage
      Company)


Balance
      Sheet


(Unaudited)


April
                30,
            
            
            October
                31,ASSETS
            
            2008
            
            
            2007Current
                Assets:Cash
            
            $
            28,616
            
            
            $
            33,688Total
                Current
                Assets
            
            
            28,616
            
            
            
            33,688Fixed
                Assets:Office
                furniture & equipment
            
            
            1,408
            
            
            
            -Plant
                equipment
            
            
            19,911
            
            
            
            4,700Accumulated
                depreciation
            
            
            (1,537
            )
            
            
            (235
            )Total
                Fixed
                Assets
            
            
            19,782
            
            
            
            4,465Other
                Assets:Reclamation
                bond- net of estimated reclamation costs
            
            
            19,867
            
            
            
            19,867Water
                Rights
            
            
            6,250
            
            
            
            6,250Total
                Other Assets
            
            
            26,117
            
            
            
            26,117Total
                Assets
            
            $
            74,515
            
            
            $
            64,270LIABILITIES
                & SHAREHOLDERS' EQUITYCurrent
                Liabilities:Accounts
                payable and accrued liabilities
            
            $
            4,720
            
            
            $
            17,715Deferred
                Gain on Sale of Equipment
            
            
            5,700
            
            
            
            11,400Advances
                from Stockholders'
            
            
            56,280
            
            
            
            210,808Total
                Current
                Liabilities
            
            
            66,700
            
            
            
            239,923Total
                Liabilities
            
            
            66,700
            
            
            
            239,923Stockholders'
                Equity:Preferred
                Stock, $.001 par value; authorized 5,000,000
                shares;no
                preferred shares outstanding
            
            
            -
            
            
            
            -Common
                Stock, $.001 par value; authorized 45,000,000
                shares;20,960,580
                issued and outstanding at April 30, 2008;18,034,745
                issued and outstanding at December 31, 2007
            
            
            20,960
            
            
            
            18,034Additional
                Paid-In Capital
            
            
            32,421,657
            
            
            
            32,129,025Cummulative
                effect of correction of error
            
            
            345,825
            
            
            
            345,825Accumulated
                Deficit
            
            
            (32,780,627
            )
            
            
            (32,668,537
            )Total
                Stockholders'
                Equity
            
            
            7,815
            
            
            
            (175,653
            )Total
                Liabilities and
                Stockholders' Equity
            
            $
            74,515
            
            
            $
            64,270See
                accompanying notes to the financial statements









-
          2
          -








FRANKLIN
      LAKE
      RESOURCES, INC.


(An
      Exploration Stage
      Company)


Statements
      of
      Operations


(Unaudited)





CumulativeFrom
                Date ofInception
                onThree
                Months
            
            
            Three
                Months
            
            
            Six
                Months
            
            
            Six
                Months
            
            
            May
                23, 1986Ended
            
            
            Ended
            
            
            Ended
            
            
            Ended
            
            
            to
                April 30,April
                30, 2008
            
            
            April
                30, 2007
            
            
            April
                30, 2008
            
            
            April
                30, 2007
            
            
            2008RevenuesMineral
                processing fees
            
            $
            7,500
            
            
            $
            -
            
            
            $
            7,500
            
            
            $
            -
            
            
            $
            12,085Total
                Revenue
            
            
            7,500
            
            
            
            -
            
            
            
            7,500
            
            
            
            -
            
            
            
            12,085Expenses:Mineral
                exploration costs
            
            
            35,548
            
            
            
            18,149
            
            
            
            71,773
            
            
            
            58,196
            
            
            
            16,598,627Depreciation/amortization
                expenses
            
            
            651
            
            
            
            -
            
            
            
            1,302
            
            
            
            -
            
            
            
            3,722,016General
                and administrative
            
            
            23,955
            
            
            
            48,400
            
            
            
            58,109
            
            
            
            114,532
            
            
            
            11,350,835Impairment
                of patents andIntellectual
                property
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,162,792Total
                Expenses
            
            
            60,154
            
            
            
            66,549
            
            
            
            131,184
            
            
            
            172,728
            
            
            
            32,834,270Other
                Income:Gain
                of sale of equipment
            
            
            2,850
            
            
            
            2621
            
            
            
            5,700
            
            
            
            5,262
            
            
            
            15,347Precious
                Metal Sales
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            26,211Net
                Loss
            
            
            (49,804
            )
            
            
            (63,928
            )
            
            
            (117,984
            )
            
            
            (167,466
            )
            
            
            (32,780,627
            )Weighted
                Average
                SharesCommon
                Stock
                Outstanding
            
            
            18,037,745
            
            
            
            17,934,745
            
            
            
            18,037,745
            
            
            
            17,834,745Net
                Loss Per Common
                Share(Basic
                and
                Fully Diluted)
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.01
            )
            
            $
            (0.01
            )


See
                accompanying notes to the financial statements










-
          3
          -




FRANKLIN
      LAKE
      RESOURCES, INC.


(An
      Exploration
      Stage Company)


Statements
      of Cash
      Flows


(Unaudited)





Cumulative6
                Months Ended April 30, 2008
            
            
            6
                Months Ended April 30, 2007
            
            
            From
                date of inception on May 23, 1986 to April 30, 2008Cash
                Flows used in Operating
                Activities:Net
                Loss
            
            $
            (112,090
            )
            
            $
            (167,466
            )
            
            $
            (32,780,627
            )Adjustments
                to reconcile net loss
                to net cash provided by operationsAmortization
                / depreciation
            
            
            1,302
            
            
            
            -
            
            
            
            3,722,016Proceeds-
                net book value of equipment licenses,properties
                sold/ abandoned
            
            
            -
            
            
            
            -
            
            
            
            2,621,265Gain
                on sale of plant equipment
            
            
            (5,700
            )
            
            
            (5,262
            )
            
            
            (18,197
            )Impairment
                of patents and intellectual property
            
            
            -
            
            
            
            -
            
            
            
            1,162,792Rent
                contributed to capital
            
            
            3,000
            
            
            
            -
            
            
            
            3,000Compensation
                expense from warrants issued
            
            
            -
            
            
            
            -
            
            
            
            437,055Contribution
                of capital for services
            
            
            -
            
            
            
            
            
            
            
            6,000Common
                stock issued for compensation, rent and expenses
            
            
            -
            
            
            
            52,004
            
            
            
            833,823Changes
                in Operating Assets and
                Liabilities:(Increase)
                decrease in prepaid expenses and other
            
            
            -
            
            
            
            -
            
            
            
            -(Increase)
                decrease in advances from officer/shareholder
            
            
            43,500
            
            
            
            43,500
            
            
            
            152,250Increase
                (refund) of reclamation bond outstanding
            
            
            -
            
            
            
            -
            
            
            
            (19,867
            )Increase
                ( decrease)  in accounts payable and accrued
                liabilities
            
            
            (12,995
            )
            
            
            4,492
            
            
            
            4,720Cash
                Flows used in Operating Activities
            
            
            (82,983
            )
            
            
            (72,732
            )
            
            
            (23,875,770
            )Cash
                Flows from Investing
                Activities:Purchases
                of plant & equipment
            
            
            (16,619
            )
            
            
            (4,700
            )
            
            
            (918,017
            )Sale
                of plant equipment
            
            
            -
            
            
            
            -
            
            
            
            50,000Disposal
                (Acquisition) of water rights
            
            
            -
            
            
            
            -
            
            
            
            (6,250
            )Acquisition
                of mineral properties
            
            
            -
            
            
            
            -
            
            
            
            (2,152,077
            )Cash
                Flows Provided by Investing Activities
            
            
            (16,619
            )
            
            
            (4,700
            )
            
            
            (3,026,344
            )Cash
                Flows from Financing
                Activities:Common
                stock issued for cash
            
            
            -
            
            
            
            25,000
            
            
            
            23,991,611Loan
                proceeds
            
            
            -
            
            
            
            -
            
            
            
            2,202,407Common
                stock issued for exercise of warrants
            
            
            -
            
            
            
            
            
            
            
            20,000Advances
                (repayments)
                from  officers/directors/affiliates
            
            
            94,530
            
            
            
            20,000
            
            
            
            716,712Cash
                Flows from Financing Activities
            
            
            94,530
            
            
            
            45,000
            
            
            
            26,930,730Net
                Increase
                (Decrease) in Cash
            
            
            (5,072
            )
            
            
            (32,432
            )
            
            
            28,616Cash
                at Beginning of
                Period
            
            
            33,688
            
            
            
            35,942
            
            
            
            -Cash
                at End of
                Period
            
            $
            28,616
            
            
            $
            3,510
            
            
            $
            28,616


See
                accompanying notes to the financial statements




















































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          4
          -





FRANKLIN
      LAKE
      RESOURNCES, INC.


(An
      Exploration Stage
      Company)


Notes
      to Financial
      Statements


April
      30, 2008


1.
      HISTORY





Franklin
      Lake Resources Inc. ("FKLR" or
      "Company") was originally incorporated as Naxos Resources Ltd. (“Naxos”) in
      British Columbia under the Canada Business Corporations Act on May 23, 1986,
      with its principal place of business in Vancouver. In the year 2000, the Company
      moved its executive and administrative offices to South San Francisco,
      California, effectively ending its business connections in Canada. On October
      15, 2001, the shareholders approved the redomiciliation of the Company to the
      United States. On October 29, 2001, Articles of Incorporation and Articles
      of
      Domestication were filed with the Secretary of State of Nevada and Naxos was
      "continued" as a Nevada corporation under the name of Franklin Lake Resources
      Inc. On January 3, 2002, Industry Canada issued a Certificate of Discontinuance,
      formally ending the Company's legal ties to Canada. On January 9, 2002, the
      name
      change (to Franklin Lake Resources Inc.) became effective for trading purposes.
      At the same time, a reverse split of the Company's shares on the basis of one
      new share for each ten shares held also became effective and the Company
      received a new symbol, FKLR.





The
      Company is in the business of
      exploring for precious metals, developing processes for extracting them from
      the
      earth, and, if warranted, developing sites for possible development. The
      Company's principal property consists of 58 placer association claims, covering
      approximately 8,000 acres, at Franklin Lake, near Death Valley Junction,
      California, on land owned by the United States Government and managed by the
      Bureau of Land Management.





The
      Company is an exploration stage
      company as defined in Statement on Financial Accounting Standard No. 7 (SFAS
      7)
      (Accounting and Reporting by Development Stage Companies). Further, as a
“reporting company” pursuant to the Securities Exchange Act of 1934, as
      amended, the Company’s financial reports include the information required
      by provisions of Regulation S-X under that Act, and specifically Industry Guide
      7 therein, applicable to the companies engaged in mineral exploration and
      development.





2.  Basis
      of Presentation





The
      interim financial statements of the
      Company for the three and six months ended April 30, 2008 were not audited.
      The
      financial statements are prepared in accordance with the requirements for
      unaudited interim periods, and consequently do not include all disclosures
      required to be in conformity with accounting principles generally accepted
      in
      the United States of America.





These
      financial statements reflect all
      adjustments that, in the opinion of management, are necessary to present fairly
      the results of operations for the interim periods presented. All adjustments
      are
      of a normal recurring nature, unless otherwise disclosed.





3.
      SIGNIFICANT
      ACCOUNTING POLICIES





(a)
            Accounting
                Methods





The
      Company recognizes income and
      expense based on the accrual method of accounting.





(b)Use
      of Estimates


The
      preparation of financial statements
      in conformity with generally accepted accounting principles requires management
      to make estimates and assumptions that affect the reported amount of assets
      and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.






-
          5
          -


FRANKLIN
      LAKE
      RESOURNCES, INC.


(An
      Exploration Stage
      Company)


Notes
      to Financial
      Statements


April
      30, 2008


(c)Dividend
      Policy





The
      Company has not adopted a policy
      regarding the payment of dividends and does not anticipate payment of dividends
      in the future.





(d)Mineral
      Properties and
      Equipment





The
      Company has expensed the costs of
      acquiring and exploring its properties during the periods in which they were
      incurred, and will continue to do so until it is able to determine that
      commercially recoverable ore reserves are present on the properties. If it
      determines that such reserves exist, it will capitalize further
      costs.





Reclamation
      bonds for which the Company
      has posted refundable cash deposits cover the restoration and rehabilitation
      of
      the Company’s BLM properties. The Company does not believe that it has
      significant environmental, rehabilitation or restoration expenses for the
      exploration operations it has conducted to date. The Company believes that
      its
      cash deposits could be refunded without significant additional expenditures
      to
      restore its exploration properties. The Company has not recorded an increase
      in
      the estimated recoverable deposits until it has received a more formal
      notification of its reduced exposure to environmental, rehabilitation, and
      restoration expenses. The Company has a deposit in the amount of $58,000
      available to cover reclamation costs. The Company has reflected a net
      recoverable value of $19,867 based upon estimates of those costs. The Company
      will reflect an increase in the value of its deposits when it is able to reduce
      them based upon regulatory approvals.





(e)Basic
      and Dilutive Net Income (Loss)
      Per Share





Basic
      net income (loss) per share
      amounts is computed based on the weighted average number of shares outstanding
      in accordance with SFAS 128 “Earnings per Share.” Diluted net income (loss) per
      share amounts are computed using the weighted average number of common shares
      and common equivalent shares outstanding as if shares had been issued on the
      exercise of any common share rights unless the exercise becomes anti-dilutive
      and then only the basic per share amounts are shown in the
      report.





(f)Comprehensive
      Income





The
      Company adopted SFAS 130,
“Reporting Comprehensive Income,” which requires inclusion of foreign currency
      translation adjustments, reported separately in its Statement of Stockholders’
Equity, in other comprehensive income. Such amounts are immaterial and have
      not
      been reported separately. The Company had no other forms of comprehensive income
      since inception.





(g)Stock
      Based
      Compensation





On
      November 1, 2006 the Company adopted
      SFAS 123, Share-Based Payments (SFAS 123R), which requires the measurement
      and
      recognition of compensation expense for all share-based awards made to employees
      and directors based on estimated fair values. In March 2005, the Securities
      and
      Exchange Commission issued Staff Accounting Bulletin 107 (SAB 107) relating
      to
      SFAS 123(R) regarding the adoption of the provisions of SFAS 123(R). The Company
      has applied the provisions of SAB 107 in its adoption of SFAS 123(R) using
      the
      modified prospective transition method, which requires the application of the
      accounting standards beginning in fiscal years ended after December 15, 2005.
      The Company’s interim financial statements for the three months ended January
      31, 2008 reflect the impact of SFAS 123(R). In accordance with the modified
      prospective transition method, the Company’s financial statements for prior
      periods do not include the impact of SFAS 123(R).





Stock
      compensation expense recognized
      during the period is based on the value of share-based awards that are vested
      during the period. Stock compensation expense during the period also includes
      compensation expense for share-based awards that vested in a prior period but
      that had not been recognized as compensation expense in the prior period
      financial statements.




-
          6
          -


FRANKLIN
      LAKE
      RESOURNCES, INC.


(An
      Exploration Stage
      Company)


Notes
      to Financial
      Statements


April
      30, 2008





(h)Income
      Taxes





The
      Company utilizes the liability
      method of accounting for income taxes. Under the liability method, deferred
      tax
      assets and liabilities are determined based on the differences between financial
      reporting and the tax bases of the assets and liabilities and are measured
      using
      the enacted tax rates and laws that will be in effect, when the differences
      are
      expected to reverse. An allowance against deferred tax assets is recognized
      when
      it is more likely than not, that such tax benefit will not be realized. On
      April
      30, 2008, the Company had net operating losses to be carried forward in the
      amounts of approximately $32,761,772. The tax benefit of approximately
      $4,914,266 at April 30, 2008 has been fully offset by a valuation reserve
      because the use of the future benefit is doubtful since the Company has not
      generated taxable income since inception. The net operating loss expires
      starting 2008 through 2027.


Due
      to the uncertainty regarding the
      Company’s future profitability, the future tax benefits of its losses have been
      fully reserved and no net tax benefit has been recorded in these financial
      statements.





(i)Fair
      Value of Financial
      Instruments





The
      respective carrying value of
      certain on-balance-sheet financial instruments approximated their fair values.
      These financial instruments include cash, tax credit recoverable, reclamation
      bond, accounts payable and accrued liabilities, amount due to a director and
      loan payable.





(j)Recent
      Accounting
      Pronouncements





The
      Company does not expect that the
      adoption of other recent accounting pronouncements will have a material effect
      on its financial statements.





(k)Revenue
      Recognition





Revenue
      will be recognized on the sale
      and delivery of a product or the completion of a service
      provided.





(l)Statement
      of Cash
      Flows





For
      the purposes of the statement of
      cash flows, the Company considers all highly liquid investments with a maturity
      of three months or less to be cash equivalents.





(m)Financial
      and Concentration
      Risk





The
      Company does not have any
      concentration or related financial credit risk.


4.
      COMMON
      STOCK





The
      trading volume of the Company’s
      shares is low and the price per share is highly volatile based upon relatively
      small amounts of trading activity. The price of shares in sales by the Company
      for cash and the values of shares issued in other transactions are determined
      by
      private negotiations between the parties involved.





The
      Company issued 2,925,580 shares of
      common stock at $.10 per share for advances made to the Company by its president
      and for accrued management fees and rent also


owed
      to the Company’s president during
      the three months ended April 30, 2008.  The Company did not issue any
      shares of common stock during the three months ended April 30,
      2007.










-
          7
          -


FRANKLIN
      LAKE
      RESOURNCES, INC.


(An
      Exploration Stage
      Company)


Notes
      to Financial
      Statements


April
      30, 2008





5.
      RELATED PARTY
      TRANSACTIONS AND OPERATING LEASES





During
      the periods covered by this
      report, the Company received management services, office space (including
      supplies and customary office services), and the use of land and buildings
      for
      its testing and production facility from its president.  All such
      items are payable only in shares of Company stock, not in cash and, pursuant
      to
      agreement; they are valued at a total of $7,250 per month for a total of $21,750
      for the quarter ended April 30, 2008 and 2007.





The
      Company also leases most of the
      equipment in the Amargosa facility from its president for $1.00 per
      month.  He purchased the equipment from the Company during the prior
      fiscal year for a total price of $50,000, with an agreement to lease it back
      to
      the Company for $1.00 per month through March 31, 2008.  The items of
      equipment covered by this transaction includes all the equipment at the facility
      as of July 31, 2006, except the large Lyden dryer; nor does it include
      equipment, having a book value of approximately $4,700, acquired since that
      date.





6.
      STOCK OPTIONS
& WARRANTS





The
      Company accounts for its stock
      options and warrants in accordance with SFAS 123(R) which was adopted by the
      Company on November 1, 2006. The Company granted stock options to two employees
      as consideration for their past services and as an incentive for future
      services.  All options were vested immediately and are exercisable at a
      price equal to the fair market value on the date of the grant. At October 31,
      2006, there were 1,769,230 options outstanding, all expiring on March 4, 2009,
      and that number remained unchanged at October 31, 2007, and at April 30,
      2008.





The
      Company has granted warrants to
      investors, including its president, as an incentive to purchase its shares
      and
      also to its president as consideration for management services and for rent
      and
      related services.  At October 31, 2006, it had 2,700,000 warrants
      outstanding, expiring as follows:  819,500 on January 31, 2007,
      1,127,500 on April 30, 2007, 217,500





on
      July 31, 2007, and 535,500 on
      October 31, 2007.  During the first quarter of the current fiscal
      year, ended on January 31, 2007, each of such expiration dates was extended
      for
      one year, that is, to the respective corresponding date in 2008.  At
      April 30, 2008, there were 361,920 warrants outstanding.





The
      Company makes a determination of
      the estimated fair value of share-based awards using the Black-Scholes
      option-pricing model. The Black-Scholes model is affected by the Company’s stock
      price as well as by assumptions regarding certain complex and subjective
      variables. These variables include, but are not limited to; the Company’s
      expected stock price volatility over the term of the awards and the actual
      and
      projected employee stock option exercise behaviors.





Prior
      to the adoption of SFAS 123(R),
      the Company accounted for share-based awards to employees using the intrinsic
      value method, in accordance with Accounting Principles Board Opinion 25 (APB
      25). Under APB 25, when the exercise price of an employee stock option is equal
      to the estimated market price of the stock on the date of the grant, no
      compensation expense is recorded. All existing employee stock options were
      issued by the Company prior to November 1, 2006, and were issued under that
      criterion. The Company had previously adopted the disclosure-only provisions
      of
      SFAS 123 with respect to share-based payments.





Utilizing
      the Black Scholes
      option-pricing model, the share based compensation expense for the three months
      ended April 30, 2008 and 2007; the amount was $ 0 and $38,784,
      respectively.







-
          8
          -





FRANKLIN
      LAKE
      RESOURNCES, INC.


(An
      Exploration Stage
      Company)


Notes
      to Financial
      Statements


April
      30, 2008





7.
      METALS EXTRACTION
      AGREEMENT





On
      November 30, 2004, the Company
      entered into a Metals Extraction Agreement with MR3 Systems, Inc. (MR3) whereby
      both parties agreed to jointly expand and operate a facility at the “Amargosa”
site to process source material from Franklin Lake Playa in order to extract
      precious metals for sale to refiners and other third parties.  As part
      of the agreement MR3 was to obtain financing to construct and operate the
      facility.  MR3 had represented to the Company that it had developed
      the technology necessary for such extraction.





In
      November 2005, the Company made a
      determination that MR3 had not met its obligations under the agreement, and
      it
      sent a letter to MR3 in which it terminated the agreement.  On
      November 21, 2005 management sent a letter to MR3 in which the Company
      terminated the agreement. As of April 30, 2008, MR3 has not given the Company
      any notice that it disagrees with any of the facts or conclusions in the letter
      or that it disputed the termination.





8.  Water
      Rights





In
      May 2006, the Company entered into a
      contract to purchase ten acre-feet of water rights, at a contract price of
      $25,000, one-fourth of which, $6,250, was paid at the time, with the balance
      payable in January 2007.  Such rights were necessary for the Company
      to be sure it would have an adequate supply of water to operate the
      facility.  Thus, at October 31, 2006, the Company had a liability for
      the payment due in January in the amount of $18,750.  In January 2007,
      before that payment was made, however, the Company renegotiated the contract
      to
      provide for the purchase of only two acre-feet of water for a total price of
      $6,250.





9.
      GOING
      CONCERN





The
      accompanying consolidated financial
      statements have been prepared in conformity with generally accepted accounting
      principles, which contemplate continuation of the Company as a going
      concern.  The Company has incurred losses since its inception and has
      not yet been successful in establishing profitable operations. These factors
      raise substantial doubt about the ability of the Company to continue as a going
      concern. Continuance of the Company as a going concern is dependent upon
      obtaining additional working capital through additional sales of the Company’s
      common stock. There is no assurance that the Company will be successful in
      raising this additional capital or achieving profitable operations. The
      accompanying financial statements do not include any adjustments that might
      result from the outcome of these uncertainties.





[END
      OF NOTES TO
      FINANCIAL STATEMENTS]





Item
      2 -- Management's
      Discussion and Analysis or Plan of Operation





In
      April 2006, we filed an application
      to operate our pilot plant testing facility in Amargosa Valley, Nevada, with
      the
      State's Division of Environmental Protection. In addition to
      routine questions and requests for additional information, they also
      required us to verify that we will have adequate water resources to operate
      the
      facility. Accordingly, in May 2006, we contracted to purchase 10 acre-feet
      of
      water rights, at a contract price of $25,000, one-fourth of which, $6,250,
      was paid at that time, with the balance payable in January 2007. Before making
      that payment, however, we renegotiated the contract to provide for a purchase
      of
      only two acre-feet of water, for a total cost of $6,250; since this was the
      amount we had already paid, no further payment was due. Since then, we have
      received a water pollution control permit.






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We
      have also filed an application to
      the Bureau of Land Management of the Federal Government for permission to
      extract the dirt we will need from our claims at Franklin Lake, and we are
      awaiting its action. Although we think we have complied with all of BLM's
      requirements, because there is a dry river bed on the property, we were required
      contact the California Department of Fish and Game. Pursuant to its request,
      we
      filed a Notice of Lake or Stream Bed Alteration, and we are working with its
      staff to make sure we are in compliance with all relevant
      rules.  Although we do not know what action, if any, they might take,
      we do not think any such action will present a substantial delay or other
      problem.





We
      are currently working with a spiral
      concentrator and attempting to determine the most effective method of
      concentrating the raw material and also the most efficient means of processing
      the resulting concentrate. We are also seeking to obtain the few pieces of
      additional equipment we still need. If we can do these steps effectively, and
      if
      our tests show that we are able to extract sufficient quantities of gold or
      other precious metals, we should be able to begin using our pilot plant promptly
      after we receive the appropriate governmental approvals.  Our goal is
      to be able to process three to five tons per day on a regular and consistent
      basis. At the same time, this should allow us to work out any kinks that may
      exist in the equipment and processes and to achieve a better yield of gold
      from
      our material.  Even if we can do so, however, we do not expect the
      early operation of the pilot plant to be profitable. Accordingly, as our results
      warrant, we will increase our production in an attempt to achieve profitability
      as soon as possible. At this time, we have no way of knowing if or when that
      will happen.





Although
      we had previously stated that
      we believed we would know by October 31, 2006, with a higher degree of
      reliability than before, whether we would ultimately be able to develop an
      economically viable business, we do not yet have that answer.  If, however,
      it does turn out that the likelihood of success is positive, the company will
      require funds for additional equipment for the pilot plant, technical
      and  professional consultants, additional technical staff, claims
      maintenance fees, accounting and auditing, ongoing administrative expenses,
      and a contingency reserve. We estimate these items will require additional
      funds
      of approximately $300,000 to $500,000 to cover the next six months to one year.
      This is a substantially greater sum than the company has been able to raise
      in
      recent years, and, if it cannot obtain such funds, it probably will not be
      able
      to continue in business.





At
      the end of fiscal year on October
      31, 2007, we had approximately $33,600 cash on hand. Approximately 85 percent
      of
      the funds received during that year were from Father Gregory Ofiesh, our
      president. Still unable to find other investors, during the first six months
      of
      this year, he has invested another $63,125 by exercising warrants he has
      received in connection with prior investments. Then, at the end of the second
      quarter on April 30, 2008, cash on hand was approximately $28,600.  We
      have no assurance, however, that he will be able, or will choose, to continue,
      as he has been doing, to make additional periodic investments in the
      Company and, if he does not do so, we probably will not be able
      to stay in business.





This
      Item is not changed substantially
      from the corresponding provision in prior reports. We are continuing to work
      on
      processes and to work with governmental regulatory agencies to obtain the
      permits we require and to complete our Amargosa facility so it will be able
      to
      process our material effectively and efficiently.








Item
      3 -- Controls and
      Procedures





Evaluation
      of Disclosure Controls and
      Procedures





As
      of the end of the period covered by
      this report, an evaluation was made by our chief executive officer, who is
      also
      our acting chief financial officer, of the effectiveness of our disclosure
      controls and procedures (as defined in Rule 13a-15(e), under the Securities
      Exchange Act of 1934 ("Act")). Based on that evaluation, our chief executive
      officer, in that capacity and in his capacity as acting chief financial officer,
      concluded that these disclosure controls and procedures were effectiveas of
      that
      time. In addition, no change in our internal control over financial reporting
      (as defined in Rule 13a-15(f), under the Act) occurred during our most recent
      fiscal quarter that has materially affected, or is reasonably likely to affect,
      our internal control over financial reporting.





Changes
      in Internal
      controls





There
      were no significant changes in
      the company's internal controls or in other factors that could significantly
      affect those controls since the most recent evaluation of such
      controls.









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PART
      II -- OTHER
      INFORMATION








Item
      1 --
      Legal Proceedings





None








Item
      2 -- Unregistered Sales
      of Equity Securities and Use of Proceeds





During
      the six-month period covered by
      this report, pursuant to the exercise of warrants, the Company received $94,530
      to purchase 600,000 shares of its common stock at a price of $0.10 per
      share.  Of this amount, $34,500 was received during the three-month
      period ended April 20, 2008, and $60,000 during the three-month period ended
      January 31, 2008.








Item
      3 -- Defaults upon
      Senior Securities





None








Item
      4 -- Submission of
      Matters to a Vote of Security Holders





None








Item
      5 -- Other
      Information





None








Item
      6 --
      Exhibits and Reports Filed on Form 8-K


(including
      items filed after the end of
      the period covered by this Report)





EXHIBITSExhibit
                No.
            
            Description31.1
            
            Rule
                13a-14(a)/15d-14(a) Certification32.1
            
            Certification
                under Section 906 of the
              Sarbanes-Oxley
                Act (18 U.S.C.
                1350)




REPORTS
      ON FORM 8-K





None









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SIGNATURES





Pursuant
      to the requirement of the
      Securities Exchange Act of 1934, the Registrant has duly caused this Report
      to
      be signed on its behalf by the undersigned, duly authorized.





Date: June
                13, 2008FRANKLIN
                LAKE
                RESOURCES INC.(Registrant)By/s/
                Father
                Gregory OfieshFather
                Gregory
                OfieshPresident
                and Chief
                Executive Officer





















































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